Common use of Delayed Draw Funding Date Clause in Contracts

Delayed Draw Funding Date. The obligations of the Lenders to make the Delayed Draw Term Loans pursuant to Section 2.01(a)(ii) shall not become effective until (x) the Effective Date has occurred and (y) the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The AmSan Acquisition shall have been consummated in accordance with applicable law and the Securities Purchase Agreement in all material respects substantially simultaneously with the making of the Delayed Draw Term Loans. No material provision of the Securities Purchase Agreement shall have been waived, amended, supplemented or otherwise modified in any respect materially adverse to the Lenders without the consent of the Administrative Agent. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Delayed Draw Funding Date) of each of (i) Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel for the Bor▇▇▇▇r, and (ii) Dechert ▇▇▇, ▇▇d, ▇▇ ▇▇▇ ▇ase of each such opinion required by this paragraph, covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received a certificate, dated the Delayed Draw Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03. (d) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Delayed Draw Funding Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document. (e) The requirements of Section 5.13 of this Agreement shall have been satisfied with respect to AmSan and its subsidiaries. The Administrative Agent shall notify the Borrower and the Lenders of the Delayed Draw Funding Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make the Delayed Draw Term Loans shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on July 15, 2006 (and, in the event such conditions are not so satisfied or waived, the Delayed Draw Term Loan Commitments shall terminate at such time).

Delayed Draw Funding Date. The obligations of the Lenders to make the Delayed Draw Term Loans pursuant to Section 2.01(a)(ii) shall not become effective until (x) the Effective Date has occurred and (y) the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The AmSan Acquisition shall have been consummated in accordance with applicable law and the Securities Purchase Agreement in all material respects substantially simultaneously with the making of the Delayed Draw Term Loans. No material provision of the Securities Purchase Agreement shall have been waived, amended, supplemented or otherwise modified in any respect materially adverse to the Lenders without the consent of the Administrative Agent. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Delayed Draw Funding Date) of each of (i) Paul▇▇▇▇, Weiss, Rifkind, Wharton ▇▇▇▇▇▇▇ & Garrison ▇▇▇▇▇▇▇▇ LLP, counsel for the Bor▇▇▇▇rBorrower, and (ii) Dechert ▇▇▇LLP, ▇▇dand, ▇▇ ▇▇▇ ▇ase in the case of each such opinion required by this paragraph, covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received a certificate, dated the Delayed Draw Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03. (d) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Delayed Draw Funding Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document. (e) The requirements of Section 5.13 of this Agreement shall have been satisfied with respect to AmSan and its subsidiaries. The Administrative Agent shall notify the Borrower and the Lenders of the Delayed Draw Funding Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make the Delayed Draw Term Loans shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on July 15, 2006 (and, in the event such conditions are not so satisfied or waived, the Delayed Draw Term Loan Commitments shall terminate at such time).